Contract analysis

Section 1. Promise to Pay. FOR VALUE RECEIVED, the undersigned Borrowers, jointly and severally, hereby unconditionally promise to pay to the order of Bridgevale Financial Corporation, a Delaware corporation (the "Lender"), at the office of the Administrative Agent located at 780 Park Avenue, 30th Floor, New York, New York 10021, or at such other place as the Administrative Agent may from time to time designate in wr

Section 2. Interest. (a) Rate of Interest. The Borrowers hereby jointly and severally promise to pay interest on the unpaid principal amount of each Revolving Loan evidenced by this Note from the date of such Revolving Loan until such Revolving Loan is paid in full, at the applicable rate or rates per annum determined in accordance with the Credit Agreement. Without limiting the generality of the foregoing, the appli

Section 3. Payments. (a) Manner of Payment. All payments of principal of, and interest on, the Revolving Loans evidenced by this Note shall be made in lawful money of the United States of America in immediately available funds to the Administrative Agent, for the account of the Lender, at the Administrative Agent's office located at 780 Park Avenue, 30th Floor, New York, New York 10021 (or at such other address or ac

Section 4. Prepayment. (a) Optional Prepayment. Subject to the terms and conditions of the Credit Agreement, including without limitation Section 2.11 thereof, the Borrowers may, at any time and from time to time, prepay the Revolving Loans evidenced by this Note, in whole or in part, without premium or penalty; provided, however, that in connection with any prepayment of SOFR Loans on a day other than the last day o

Section 5. Revolving Nature; Reborrowing. (a) Revolving Credit Facility. This Note evidences a revolving credit facility. Subject to the terms and conditions of the Credit Agreement, amounts repaid or prepaid by the Borrowers in respect of the Revolving Loans evidenced by this Note may be reborrowed by the Borrowers prior to the Maturity Date; provided that (i) no Default or Event of Default shall have occurred and b

Section 6. Credit Agreement Controls. (a) Loan Document. This Note is one of the "Notes" referred to in, and is entitled to the benefits of, the Credit Agreement and the other Loan Documents. This Note is a "Loan Document" as defined in the Credit Agreement and is subject to all of the terms and provisions applicable to Loan Documents set forth therein. (b) Security. The obligations of the Borrowers under this Note a

Section 7. Events of Default; Acceleration. (a) Events of Default. Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement (as defined in Section 8.01 thereof), the Administrative Agent may, and at the direction of the Required Lenders shall, by written notice to the Borrowers, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid inte

Section 8. Waivers. (a) Waiver of Presentment and Notice. Each Borrower hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor, notice of nonpayment, notice of acceleration, notice of intent to accelerate, and all other notices and demands of every kind in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and hereby consents to any exte

Section 9. Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Notwithstanding the foregoing, the provisions of Sections 5-1401 and 5-1402 of the New York General Obligations Law shall apply to this Note.

Section 10. Submission to Jurisdiction; Venue. (a) Jurisdiction. Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (i) the United States District Court for the Southern District of New York sitting in the Borough of Manhattan and (ii) the Supreme Court of the State of New York, New York County, and any appellate court from any thereof, in any a

Section 11. Waiver of Jury Trial. EACH BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO (

Section 12. Successors and Assigns. (a) Binding Effect. This Note shall be binding upon each Borrower and its respective successors and permitted assigns, and shall inure to the benefit of the Lender and its successors, endorsees, and assigns. No Borrower may assign or delegate any of its obligations under this Note without the prior written consent of the Lender and the Administrative Agent. (b) Assignment by the Le

Section 13. Amendments. No amendment, modification, termination, or waiver of any provision of this Note shall be effective unless the same shall be in writing and signed by each Borrower and the Lender (or, to the extent required by the Credit Agreement, the Required Lenders or all Lenders, as applicable), in each case in accordance with Section 10.01 of the Credit Agreement. Any amendment, modification, termination

Section 14. Severability. If any provision of this Note is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Note or the validity, legality, or enforceability of such provision in any other jurisdiction.